FEDERAL COURT OF AUSTRALIA

Strawbridge, in the matter of Retail Adventures Holdings Pty Limited v Retail Adventures Holdings Pty Limited [2012] FCA 1343

in the matter of Retail Adventures Holdings Pty Limited

THE COURT ORDERS THAT:

1.    The date by which the Plaintiffs are required by section 439A of the Corporations Act 2001 (Cth) (the Act) to convene the second meeting of creditors of Retail Adventures Holdings Pty Limited (Administrators Appointed) ACN 136 178 839 (the Company) be extended to 26 February 2013.

2.    Pursuant to section 447A(1) of the Act, Part 5.3A of the Act is modified in relation to the Defendant such that, notwithstanding section 439A(2) of the Act, the second meeting of the creditors of the Company may be convened at any time before the end of the convening period (as extended by Order 1), provided that the Plaintiffs give notice of the meeting in accordance with section 439(3) of the Act.

3.    The Plaintiffs have liberty to apply to the Court for any purpose connected with the administration of the Company, including, but not limited to, leave to apply for a further extension of the convening period as extended by Order 1.

4.    Any person having sufficient interest may apply to vary Orders 1 and 2 on 5 days’ written notice to the Plaintiffs’ solicitors.

5.    The Plaintiffs provide notice to the creditors of the Company in the terms of these Orders by email, where an email address for the creditors is held, or by way of written correspondence sent to their last known address. The Plaintiffs are also to make available on their website, www.deloitte.com, a copy of these Orders.

6.    The costs of this application are costs and expenses in the administration of the Company and are to be paid out of its assets.

Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

in the matter of Retail Adventures Holdings Pty Limited

REASONS FOR JUDGMENT

1    This is an application by the joint and several administrators of Retail Adventures Holdings Pty Limited (Administrators Appointed) (RAHPL) pursuant to ss 439A(6) and 447A(1) of the Corporations Act 2001 (Cth) (the Act) to extend the convening period in respect of the second meeting of creditors of RAHPL to 26 February 2013. The application is supported by an affidavit of Vaughan Strawbridge, who is one of the three joint and several administrators of RAHPL, having been appointed in that capacity on 7 November 2012. The second meeting of creditors would otherwise be required to occur by 6 December 2012 under the provisions of s 439A(5) of the Act. The date of 26 February 2013 is the same extended date provided in orders which I made on 14 November 2012 in relation to the convening of the second meeting of creditors of a related company known as Retail Adventures Pty Limited (Administrators Appointed) (RAPL) (see Strawbridge, in the matter of Retail Adventures Pty Limited (Administrators Appointed) v Retail Adventures Pty Limited (Administrators Appointed) [2012] FCA 1286).

2    As set out in Mr Strawbridge’s affidavit, RAHPL is an intermediate holding company within the Retail Adventures Group and it holds 100% of the share capital in RAPL. RAHPL itself does not conduct any business activities or employ any staff members but it is a secured creditor of RAPL and has provided a number of guarantees in respect of leases entered into by RAPL.

3    Creditors of RAHPL were informed of this proposed application by a circular and notice of meeting of creditors dated 9 November 2012. They were also informed of the proposed application at the first meeting of creditors which occurred on 19 November 2012. No creditors raised any objections to the proposed extension and when the matter was called today no person appeared other than on behalf of RAHPL itself. In common with RAPL there are both secured and unsecured creditors, the secured creditors being ANZ Fiduciary Services Pty Limited and another related company, DSG Holdings Australia Pty Limited. As set out in my reasons for judgment in relation to the extension of time for the convening of the second meeting of creditors proposed by RAPL, I accepted Mr Strawbridge’s evidence that it was in the best interests of creditors, given the nature of RAPL’s activities, that it should continue trading as a going concern and accordingly the second meeting of creditors should occur after trading over the Christmas period and at a time when the administrators had had an adequate opportunity to complete their investigations, including in relation to a possible deed of company arrangement and sale of the business.

4    In respect of RAHPL, Mr Strawbridge has given evidence that given the close connections between the affairs of RAHPL and RAPL in respect of intercompany loans and guarantees the investigations into RAHPL and the claims that may be available to the creditors should be conducted in parallel with the investigations into RAPL. According to Mr Strawbridge, by undertaking these investigations in tandem he believes that the administrators will be better placed to make an informed recommendation to the creditors of RAHPL, as well as RAPL, in respect of which an extension of time for the meeting has already been granted.

5    In these circumstances and given the relationship between RAHPL and RAPL, I am satisfied that the extension of time as sought should be granted. Accordingly, I make orders one through to six in the short minutes of order which have been handed up in Court today.

Associate:

Dated:    29 November 2012